Document And Entity Information
Document And Entity Information | 3 Months Ended |
Dec. 31, 2021 | |
Document Information Line Items | |
Entity Registrant Name | Maple X, Inc. |
Document Type | S-11/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 1 |
Entity Central Index Key | 0001919988 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Consolidated Balance Sheet
Consolidated Balance Sheet $ in Thousands | Dec. 31, 2021 USD ($) |
Current assets | |
Cash and cash equivalents | $ 2,125 |
Restricted cash (Note 3) | 912 |
Prepaid expenses and other assets | 50 |
Land inventory (Note 4) | 17,072 |
Total current assets | 20,159 |
Non-current assets | |
Real estate investments (Note 5) | 16,266 |
TOTAL ASSETS | 36,425 |
Current liabilities | |
Mortgage and other loans (Note 6) | 9,962 |
Loans from related parties (Note 7) | 1,488 |
Other current liabilities | 245 |
Accrued interest | 69 |
Total current liabilities | 11,764 |
Non-current liabilities | |
Loans from related parties (Note 7) | 4,227 |
Total non-current liabilities | 4,227 |
Shareholders’ Equity | (27) |
Non-controlling interests | 20,461 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 20,434 |
TOTAL LIABILITIES AND EQUITY | $ 36,425 |
Consolidated Statement of Opera
Consolidated Statement of Operations $ in Thousands | 3 Months Ended |
Dec. 31, 2021 USD ($) | |
Operations Expenses | |
Interest expense | $ 22 |
General and administrative | 5 |
Total Operations Expenses | 27 |
Loss for the period | 27 |
Total net comprehensive loss attributable to: | |
Equity holders of the company | 27 |
Non-controlling interests | |
Total net comprehensive income, loss | $ 27 |
Consolidated Statement of Equit
Consolidated Statement of Equity - 3 months ended Dec. 31, 2021 - USD ($) $ in Thousands | Total | Equity | Non-controlling interests |
Balance at Oct. 13, 2021 | |||
Net loss for the period | (27) | (27) | |
Contributions, net | 20,461 | 20,461 | |
Balance at Dec. 31, 2021 | $ 20,434 | $ (27) | $ 20,461 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows $ in Thousands | 3 Months Ended |
Dec. 31, 2021 USD ($) | |
Cash flows from operating activities: | |
Net loss | $ (27) |
Changes in operating assets and liabilities: | |
Prepaid expenses and other assets | (16) |
Accrued interest | 69 |
Other current liabilities | 110 |
Net cash from operating activities | 136 |
Cash flows from investment activities: | |
Acquisition of Real estate properties | (16,266) |
Acquisition of Land Inventory | (17,072) |
Net cash used in investing activities | (33,338) |
Cash flows from financing activities: | |
Proceeds from mortgages and other loans | 9,962 |
Capital Contributions from Non-controlling interests, net of issuance expenses | 20,461 |
Loans from related parties, net | 5,816 |
Net cash provided by financing activities | 36,239 |
Net increase in cash and cash equivalents and restricted cash | 3,037 |
Cash and cash equivalents and restricted cash at beginning of the period | |
Cash and cash equivalents and restricted cash at end of the period | $ 3,037 |
General
General | 3 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
GENERAL | NOTE 1. – GENERAL Maple X Inc. (Hereinafter: the “Company” or “We”) was established and incorporated on October 14, 2021 as an LLC, in accordance with the Texas Business Organization Code. (Hereinafter: “TBOC”) in the State of Texas USA, for the purpose of being a holding company for the Company and its subsidiaries (“Group’s”) operations. On March 21, 2022, the Company filed a certificate of conversion with the Texas Secretary of State to convert the Company from a LLC into a Texas corporation (hereinafter – Inc.). As part of the conversion from a LLC to an Inc., the membership interests of our Controlling Shareholders in the LLC were converted into an aggregate of 100 shares of common stock in the Inc. The controlling shareholders of the Company holding each an equal number of shares in the Inc. are: Mr. Itiel Kaplan, Mr. Michael Sabo, Mr. Roy Marciano and Mr. Uri Frisch (hereinafter: “the controlling shareholders” The Company purchases undeveloped land, and engages in the planning, development, and construction of necessary infrastructure. Ultimately, the Company sells the plots of land to homebuilders, construction companies and real estate developers. As of December 31, 2021, the Company held 3 plots of land as entrepreneurial projects for the purposes of Master-Planned Communities and 5 plots of land as investment real estate for the purpose of Real Estate Investment. The Company’s strategy is to focus on acquiring plots of land; engaging in planning, engineering supervision, and development of these plots; and then selling the developed land to homebuilders and commercial contractors. The Company undertakes development of undeveloped land from the ground up in vibrant, supply-constrained markets, in circumstances where the Company believes it will be able to leverage the management team’s experience and relationships to generate strong risk-adjusted returns for our stockholders. The Company will be externally managed and advised by Maple Development Group, LLC (the “Manager”), a Texas limited liability company controlled by the same shareholders who control the Company. The Company focuses on two fields of activity, land inventory development for master planned communities and real estate investment, which are the Company’s two operating segments. Master Planned Communities Most of the Company’s projects are in the field of master planned communities. Master planned communities are a form of development envisioned and delivered as a self-contained, unified community, with clear boundaries and a full range of land uses, employment opportunities, and public facilities and services. Master planned communities are frequently built on the edge of existing metropolitan areas. There is no single, accepted definition to describe master planned communities. Most master planned communities will have a consistent design character, while allowing for some varieties of design styles, home sizes, prices, and lot sizes to cater to multiple segments of the market and allow space for the diversity that can help create the feel of community. Master planned communities are frequently developed by a single-development entity, though many developers will allow separate builders to create smaller subdivisions so that each one is unique and offers residents something different from the others. As part of a master planned community, an entire neighborhood is planned, including all the services and infrastructure required to create an actual community, such as public services, schools, retail and recreational areas, parks and swimming pools, sport centers, and sometimes even employment centers. Master planned communities are widescale projects which may include up to hundreds of thousands of residents and require many years for development. They are typically developed in phases, such that in each phase of the project the relevant infrastructures and public areas for that particular phase are developed. Real Estate Investment The Company acquires undeveloped land inventory plots of land for infrastructure development and sale that are not part of projects for master planned communities. The activities in this field are not substantially different from the Company’s activities in the master planned communicates field. The Company locates and purchases undeveloped plots of land which as of the time of their purchase are not suitable for development and construction because they are not yet connected to infrastructure and are not assigned to any defined use, develops the required infrastructure, and sells the land to builders and construction contractors. The Company’s activities in the field of real estate investment are separate from its activities in the field of development for master planned communities. The Company’s real estate investment projects relate to land that is proximate to the land that forms part of a project for a master planned community, or the land may be separate and independent from a project for a master planned community. Maple Development Group, LLC (the “Manager”) The Company will enter into a management agreement pursuant to which the Manager (owned by the controlling shareholders) will assist the Company with the management of the business and affairs and with the day-to-day operations of the Company. A team of real estate professionals acting through the Manager will make all the decisions regarding the selection, negotiation, financing, and disposition of the investments, subject to direction provided by the Board of Directors and the limitations in the operating agreements. The Manager will also provide asset management, marketing, investor relations, and other administrative services on the Company’s behalf with the goal of maximizing the Company’s operating cash flow and preserving the Company’s invested capital (See Note 11D below). Effects of the spread of the coronavirus The COVID-19 pandemic continues to create business and economic uncertainty and volatility in the global markets. Many countries around the world are experiencing further outbreaks of the pandemic, following which governments are once again imposing various restrictions. At the same time, there is a recovery trend in the volume of economic activity around the world that leads on one hand, to significant demand for certain products and services and on the other hand, disruptions to worldwide supply chain routes and some raw materials. The Group continues to take measures to ensure the health and safety of its employees, suppliers, other business partners and the communities in which it operates in order to ensure, among others, the operation level, the proper functioning of its facilities and to minimize the pandemic’s potential impact on its business. Manufacturing continues at the Group’s sites without interruptions. However, there is still a difficulty in assessing the future impacts of the pandemic on the Group’s operations, inter alia, in light of the uncertainty of its duration, the extent of its intensity and effects on global supply chains and global markets, and additional countermeasures that may be taken by governments and central banks. In the company’s assessment there is no material effect of inflation on the company’s business. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying Consolidated Financial Statements are prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and are presented in the Company’s Principles of Consolidation The types of entities the Company The Company An entity is considered to be a VIE if any of the following conditions exist: (i) the equity investment at risk is not sufficient to finance the activities of the entity without additional subordinated financial support provided by any parties, (ii) as a group, the holders of the equity investment at risk lack any of the following characteristics of a controlling financial interest, (a) the power to direct the activities that most significantly impact the entity’s economic performance and for limited partnerships, partners lack that power if neither (1) a simple majority or lower threshold (including a single limited partner) with equity at risk is able to exercise substantive kick-out rights through voting interests over the general partner, nor (2) limited partners with equity at risk are able to exercise substantive participating rights over the general partners, (b) the obligation to absorb expected losses, and (c) the right to receive expected residual returns. The Company consolidates all VIEs in which it is the primary beneficiary. An entity is determined to be the primary beneficiary if it holds a controlling financial interest in a VIE. A controlling financial interest is defined as (i) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The consolidation guidance requires an analysis to determine (i) whether an entity in which the Company holds a variable interest is a VIE and (ii) whether the Company’s involvement, through holding interest directly or indirectly in the entity or contractually through other variable interests would give it a controlling financial interest. Performance of that analysis requires judgment. The analysis can generally be performed qualitatively; however, if it is not readily apparent that the Company is not the primary beneficiary, a quantitative analysis may also be performed. TPG factors in all economic interests including interests held through related parties, to determine if it holds a variable interest. Fees earned by the Company that are customary and commensurate with the level of effort required for the services provided, and where the Company does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or return of the entity, would not be considered variable interests. The Company determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a variable interest entity and continuously reconsiders that conclusion when facts and circumstances change. For entities that are determined not to be VIEs, these entities are generally considered to be VOEs and are evaluated under the voting interest model. The Company consolidates VOEs that it controls through a majority voting interest or through other means. Legal arrangements to distribute profits at different rates than the legal ownership rates In cases where the property entities have entered into legal arrangements for the distribution of profits at different rates than the legal ownership rates in those entities the company applies those rates in accordance with the “theoretical liquidation calculations (promote) method. Accordingly, the company’s and the non-controlling interest’s ownership rates in the profits of the property entities are calculated on the assumption that the property company had liquidated its interest in the properties in line with their fair values. Use of Estimates GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reporting period. Although we believe the assumptions and estimates we made are reasonable and appropriate, as discussed in the applicable sections throughout the Consolidated Financial Statements, different assumptions and estimates could materially impact our reported results. Functional currency The U.S. dollar is the functional currency for our consolidated subsidiaries. Acquisitions We apply a screen test to evaluate if substantially all the fair value of the acquired property is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction is accounted for as an asset acquisition or business combination. We measure the real estate assets acquired through an asset acquisition based on their cost or total consideration exchanged and any excess consideration or bargain purchase amount is allocated to the real estate properties. At a property-level, we allocate the fair value to the land acquired. Real Estate Assets Real estate assets are carried at cost, which is determined at estimated fair value on the date acquired, less accumulated impairment losses. The cost of the real estate includes expenditure that is directly attributable to the acquisition of the asset, any other costs directly attributable to researching, developing, redeveloping, marketing and improving the assets to their intended state and capitalized borrowing costs. Capitalization of Costs During the land development and construction periods of qualifying projects, we capitalize interest costs, insurance, real estate taxes and general and administrative costs of the personnel performing the development; if such costs are incremental and identifiable to a specific activity to ready the asset for its intended use. We capitalize transaction costs related to the acquisition of land for future development and operating properties that qualify as asset acquisitions. Recoverability of Real Estate Assets We assess the carrying values of our respective long-lived assets whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. This assessment is primarily triggered based on the shortening of the expected hold period due to our change in intent to sell a property in the near term. We have processes to monitor our intent with regard to our investments and the estimated disposition value in comparison to the current carrying value. If our assessment of potential triggering events indicates that the carrying value of a property that we expect to sell in the near term is not recoverable, we recognize an impairment charge for the amount by which the carrying value exceeds the current estimated fair value of the property. At least annually or more frequently given the presence of a triggering event, we measure the recoverability of our assets. We compare the carrying amount of the a sset to the fair value based on our intent as follows: ● for real estate properties that we intend to hold long-term; including land held for development, properties currently under development and operating properties; recoverability is assessed based on the estimated undiscounted future net rental income from operating the property and the terminal value, including anticipated costs to develop. ● for real estate properties we intend to sell, including properties currently under development and operating properties; recoverability is assessed based on proceeds from disposition that are estimated based on the future net rental income of the property, expected market capitalization rates and anticipated costs to develop; ● for land parcels we intend to sell, recoverability is assessed based on the estimated proceeds from disposition less costs to sell; and ● for costs incurred related to the potential acquisition of land and operating properties and future development projects, recoverability is assessed based on the probability that the acquisition or development is likely to occur at the measurement date. Cash and Cash Equivalents We consider all cash on hand, demand deposits with financial institutions and short-term highly liquid investments with original maturities of three months or less to be cash equivalents. Our cash and cash equivalents are financial instruments that are exposed to concentrations of credit risk. We invest our cash with high-credit quality institutions both domestically and internationally. Cash balances may be invested in money market accounts that are not insured. We have not realized any losses of such cash investments or accounts and believe that we are not exposed to any significant credit risk. We do not use derivative financial instruments for trading or speculative purposes. Revenue Recognition We recognize revenue to the extent that amounts are determined to be collectible. We may also earn incentive returns (“promotes” or “promote revenues”) based on a venture’s cumulative returns over a certain time-period and the returns are determined by both the operating performance and real estate valuation of the venture, including highly variable inputs such as capitalization rates, market rents, interest rates and foreign currency exchange rates. As these key inputs are highly volatile and out of our control, and such volatility can materially impact our promotes period over period, we recognize promote revenues at the end of the performance period. We generally earn promote revenue directly from third-party investors in the co-investment ventures. Gains on Real Estate Transactions, Net We recognize gains on the disposition of real estate when control transfers to the buyer, generally when consideration and title are exchanged and the risks and rewards of ownership transfer. Gains on Dispositions of Development Properties and Land, Net. We present gains separately based on the type of real estate sold or contributed. We present gains on sales to third parties as Gains on Dispositions of Development Properties and Land, Net when the property was included in our land portfolio or when we developed the property with the intent to sell or contribute. Income Taxes The Company accounts for income taxes in accordance with ASC No. 740, “Income Taxes.” This topic prescribes the use of the liability method, whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. Deferred tax liabilities and assets are classified as non-current based on the adopting of Accounting Standards Update (“ASU”) 2015-17, “Balance Sheet Classification of Deferred Taxes.” The Company accounts for uncertain tax positions in accordance with ASC 740, which contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining whether the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company reevaluates its income tax positions periodically to consider factors such as changes in facts or circumstances, changes in or interpretations of tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result/ in recognition of a tax benefit or an additional charge to the tax provision The Company includes interest related to tax issues as part of income tax expense in its consolidated financial statements. The Company records any applicable penalties related to tax issues within the income tax provision. Environmental Costs We incur certain environmental remediation costs, including cleanup costs, consulting fees for environmental studies and investigations, monitoring costs, and legal costs relating to cleanup, litigation defense, and the pursuit of responsible third parties. We expense costs incurred in connection with operating properties and properties previously sold. We capitalize costs related to undeveloped land as development costs and record any expected future environmental liabilities at the time of acquisition. We maintain a liability for the estimated costs of environmental remediation expected to be incurred in connection with undeveloped land, acquired operating properties and properties previously sold that we adjust as appropriate as information becomes available. Fair Value of Financial Instruments Fair value of certain of the Company’s financial instruments including cash, other current assets, other Accounts liabilities, accrued interest loans are approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments. Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which amends ASC 740. This ASU simplifies the accounting for income taxes by modifying the treatment of intra period tax allocation in certain circumstances, eliminating an exception to recognizing deferred tax liabilities for outside basis differences for foreign equity method investments and foreign subsidiaries when ownership or control changes, and modifying interim period tax calculations when a loss is forecast. In addition, this ASU also requires that enacted changes in tax laws or rates be included in the annual effective rate determination in the period that includes the enactment date and clarifies the tax accounting of a step up in tax basis of goodwill. ASU 2019-12 is effective for the Company for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact that the guidance will have on its consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (“ASU 2020-04”), which provides companies with optional guidance, including expedients and exceptions for applying generally accepted accounting principles to contracts and other transactions affected by reference rate reform, such as the London Interbank Offered Rate (LIBOR). ASU 2020-04 is effective for the Company upon issuance and generally can be applied to applicable contract modifications through December 31, 2022. The Company is currently evaluating the impact of ASU 2020-04 on its consolidated financial statements, however, the Company does not believe that adoption of ASU 2020-04 will materially impact its consolidated financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Restricted Cash
Restricted Cash | 3 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
RESTRICTED CASH | NOTE 3 – RESTRICTED CASH Restricted cash as of December 31, 2021 in respect of the Company’s loans from investee corporations (the – “lender”) is for insurance payments, real estate taxes and investments in the loan subject property. |
Land Inventories
Land Inventories | 3 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
LAND INVENTORIES | NOTE 4 – LAND INVENTORIES A. The following table provides some detailed information about the land Inventories: Name of Property Ownership Percentage in the Property Profit Participation Percentage (including Promote*) Status / Stage Acquisition Date Purchase Price (USD in thousands) Capitalized costs (USD in thousands) Total (USD in thousands) Debt as of December 31, 2021, net (USD in thousands) Maple View (see B1 below) 5 % 33.4% right to profits Planning and Permits 12/29/2021 3,529 241 3,770 2,107 Maple Grove (see B2 below) 5 % 38.4% right to profits Planning and Permits 12/8/2021 9,005 354 9,359 3,015 Pecan Ranch (see B3 below) 5 % 36.8% right to profits Planning and Permits 12/10/2021 3,701 242 3,943 473 Total 16,235 837 17,072 5,595 (*) The Promote percentage is calculated based on project’s business plan, therefore the actual ultimate percentage may be different from the percentage anticipated in the business plan. B. More details: 1. Maple View - Alvin, Brazoria County, TX A land plot of approximately 235.28 acres, intended for the initiation of a Master-Planned Community which is expected to include approximately 800 plots of land for the development of private homes. As is customary in projects of this type, the project will also include the development of infrastructure, roads and public areas. The project is expected to be divided into 6 phases which will include about 130 to 140 plots of land each and which are expected to be spread over a period of 7 years from the date of commencement of work on the land. 2. Maple Grove - Pattison, Waller Country, TX A land plot of approximately 257 acres, intended for the initiation of a Master-Planned Community which is expected to include approximately 990 plots of land for the development of private homes. As is customary in projects of this type, the project will also include the development of infrastructure, roads and public areas. The project is expected to be divided into 6 phases which will include about 150 to 180 plots of land each and which are expected to be spread over a period of 7 years from the date of commencement of work on the land. 3. Pecan Ranch - Bonney, Brazoria County, TX A 169-acre plot of land, designed to be initiated by the Master-Planned Community, which is expected to include about 500 plots of land for the development of private homes. As is customary in projects of this type, the project will also include the development of infrastructure, roads and public areas. The project is expected to be divided into 4 phases which will include about 120 to 130 plots of land each and which are expected to be spread over a period of 7 years from the date of commencement of work on the land. The land is adjacent to the highway (288) which is a major transportation hub in the area. |
Real Estate Properties
Real Estate Properties | 3 Months Ended |
Dec. 31, 2021 | |
Real Estate [Abstract] | |
REAL ESTATE PROPERTIES | NOTE 5 – REAL ESTATE PROPERTIES A. The following table provides some detailed information about the Real estate investments : Name of Property Ownership Percentage in the Property Profit Participation Percentage (*) Status / Stage Acquisition Date Purchase Price (USD in thousands) Capitalization of costs (USD in thousands) Total (USD in thousands) Debt as of December 31, 2021, net (USD in thousands) Maple Farms 25.5 % 47.5% right to profits Planning 12/17/2021 10,015 273 10,288 3,091 Pecan Ranch West 100 % 100 % Planning 11/15/2021 1,596 47 1,643 1,980 Pecan Ranch North 100 % 100 % Planning 12/10/2021 2,855 12 2,867 2,925 Pecan Ranch Square 100 % 100 % Planning 12/10/2021 917 11 928 1,136 Maple Grove Square 100 % 100 % Planning 12/8/2021 534 6 540 729 Total 15,917 349 16,266 9,861 (*) The Promote Allocation is an added percentage linked to the profitability of each project and is determined according to the waterfall distribution terms in the relevant operating agreement. The calculated percentage is subject to change based on the property’s profitability. B. More details: 1. Maple Farms - Sandy Point, Brazoria County, TX A plot of land with a volume of about 770 acres, which is held as investment real estate. According to existing municipal plans in the land area, a main toll road (State Highway 99 Grand Parkway) is expected to pass in the coming years in close proximity to the land area. 2. Pecan Ranch West - Bonney, Brazoria County, TX A plot of land with a volume of about 74 acres, which is held as investment real estate. 3. Pecan Ranch North - Bonney, Brazoria County, TX A plot of land of approximately 148 acres, which is held as investment real estate. 4. Pecan Ranch Square - Bonney, Brazoria County, TX A plot of land with a volume of about 41 acres, which is held as investment real estate. The land is intended for the purpose of establishing a yielding real estate project for commercial purposes. Also, given the proximity to the highway (288) on the land area it will also be possible to build gas stations, refueling lanes for trucks, convenience stores and fast food. The land is located, adjacent to the company’s Pecan Ranch project described in Note 4B3 above. 5. Maple Grove Square - Angleton, Brazoria County, TX A plot of land of approximately 15 acres, which is held as investment real estate. |
Mortgages and Other Loans
Mortgages and Other Loans | 3 Months Ended |
Dec. 31, 2021 | |
Mortgages and Other Loans [Abstract] | |
MORTGAGES AND OTHER LOANS | NOTE 6 – MORTGAGES AND OTHER LOANS The Company’s operations are financed through the issuance of equity to shareholders and external investors (non-controlling interests) and by obtaining senior loans from banks and financial institutions. Generally, in the development projects for master planned communities, the Company raises up to approximately 35% of the capital required to purchase, initiate, and develop a project from equity investors. financing transactions with investment funds that invest through dedicated companies formed for each specific real estate investment, which dedicated companies invest in the single purpose entities, typically a LLC or a LP, established by the Company for each project which hold, directly or indirectly, the title in the property (each a “Property Company”). Acquisition Loans In addition to the fund raised by private investors, each Property Company takes out loans from banks and financial institutions. Generally, each Property Company finances the purchase of land through senior loans known as acquisition loans for periods of up to three years, subject to an option to extend. The loans are non-recourse loans, with no recourse to the Property Company. Most of these loans are secured, inter alia Acquisition loans are generally secured by a guarantee provided by one of the Controlling Shareholders for the full amount of the principal. Generally, loans finance up to 60% of the land acquisition costs. Some of the loans are “balloon” loans; i.e. The loan agreements typically give the borrower an option to repay the loan before the due date, but with a penalty. In general, close to the final repayment date of the loan, the Company repays the acquisition loan by taking a development loan for the purpose of developing the land. As of December 31, 2021, the average annual interest rate on acquisition loans and the other loans provided to the Company’s Property Companies was 4.875%. Development Loans To finance the development of property following the completion of the planning stage, the Property Company obtains development loans, which are typically short-term, variable interest loans in line with the planned development period, whether for the entire project or for the relevant phase of the project for which the loan is taken (often with an option to extend the loan until the completion of development). Development loans are generally secured by a guarantee provided by one of the Controlling Shareholders for the full amount of the principal and/or a guarantee to complete the development of the project. The development loan agreement also includes a lien on the land in favor of the lenders and an assignment by way of a pledge on various rights relating to the project. The development loan agreement also includes restrictions on the distribution of cash flows deriving from the property. In practice, this restriction has no material impact on the Company since these loans are intended only for the development of the property and during the term of the loan the property will not be generating any revenue for the Company. In accordance with some of the loans taken by the Company’s Property Companies, the borrower and the guarantor, as applicable, have undertaken to maintain certain financial ratios, such as a debt service coverage ratio, a minimum net worth ratio, and a minimum liquid asset ratio. These financial ratios are usually reviewed on a quarterly basis and if not satisfied may be remedied, insofar as required, through partial repayment of the debt. Upon the expiry of the remedy period defined in the loan agreement, an uncured breach of a financial ratio may constitute grounds for calling the loan due and payable or constitute a trigger for the transfer of proceeds from the property to designated deposit accounts controlled by the lender. Compliance with the financial ratios (or more stringent ratios) for a period of several months will generally cancel the aforesaid trigger and the funds deposited in the designated deposit accounts will be released back to the Company. As of December 31, 2021, and the filing of these financial statements, all of the Company’s Property Companies and the guarantors are in compliance with all the financial covenants stipulated in the loan agreements of the Property Companies. The table below lists the outstanding loans carried out by the Company and its subsidiaries from banks: Borrowing Entity Loan Initial Principal Interest Amount Outstanding December 31, 2021, net Due Date Balance sheet classification Lender Maple View Development LLC 2,128 4.25 % 2,107 12/28/2024 Short term liabilities Plains State Bank The table below lists the outstanding loans being carried by the Company and its subsidiaries from other 3 rd Borrowing Entity Loan Initial Principal Interest Amount Outstanding December 31, 2021, net Due Date Balance sheet classification Lender Maple Farms GP LLC 3,000 12 % 3,000 12/31/2022 Short term liabilities * Katonti Ltd. and NDBS Investments LLC Total 3,000 3,000 * After the balance sheet date the counterparties to this loan were appointed as directors of the company. The table below lists the outstanding loans carried out by the Company and its subsidiaries from the Sellers of the properties: Borrowing Entity Loan Initial Principal Interest Amount Outstanding December 31, 2021, net Due Date Balance sheet classification Lender (***) Pecan Ranch North LLC 2,855 0 %** 2,855 12/10/2022 Short term liabilities SH 288 & 476 Partners LTD Maple Grove Development LLC 2,000 8 % 2,000 2/8/2023 Short term liabilities Morton Newman Partners LLC Total 4,855 4,855 ** This loan was granted as part of the acquisition agreement for this property. *** All loans are secured as a first lien on the rights of the property company (borrower) in the property. Loans are presented net of issuance costs of about $21 thousand. |
Loan from Related Parties
Loan from Related Parties | 3 Months Ended |
Dec. 31, 2021 | |
Loan from Related Parties [Abstract] | |
LOAN FROM RELATED PARTIES | NOTE 7 – LOAN FROM RELATED PARTIES The table below lists the outstanding loans being carried by the Company and its subsidiaries from shareholders or companies controlled by shareholders: Borrowing Entity Loan Initial Principal Interest Amount Outstanding December 31, 2021, net Due Date Balance sheet classification Lender Maple X, Inc. 222 10 % 222 12/10/2023 Long term liabilities CityR Group Holdings LLC Pecan Ranch West LLC 1,980 10 % 1,980 11/15/2023 Long term liabilities CityR Group Holdings LLC Pecan Ranch Development LLC 236 10 % 236 12/10/2023 Short term liabilities CityR Group Holdings LLC Pecan Ranch North LLC 37 10 % 37 12/10/2023 Long term liabilities CityR Group Holdings LLC Maple Farms GP LLC 91 10 % 91 12/17/2023 Long term liabilities CityR Group Holdings LLC Maple Grove GP LLC 433 10 % 433 12/8/2023 Short term liabilities CityR Group Holdings LLC 2,999 2,999 Borrowing Entity Loan Initial Principal (USD in thousands) Interest Amount Outstanding December 31, 2021, net (USD in thousands) Due Date Balance sheet classification Lender Pecan Ranch Development LLC 237 10 % 237 12/10/2023 Short term liabilities Debt Fund 3 Investors LLC Pecan Ranch Square LLC 1,196 10 % 1,136 12/10/2023 Long term liabilities Debt Fund 3 Investors LLC Pecan Ranch North L.LC 32 10 % 32 12/10/2023 Long term liabilities Debt Fund 3 Investors LLC Maple Grove Square LLC 767 10 % 729 12/8/2023 Long term liabilities Debt Fund 3 Investors LLC Maple Grove Development LLC 582 10 % 582 12/8/2023 Short term liabilities Debt Fund 3 Investors LLC 2,814 2,716 Loans are presented net of issuance costs of about $98 thousand. Guarantees Michael Sabo , our Controlling Shareholders, at the request of the lenders have personally guaranteed the subsidiaries’ financial liabilities under certain loan agreements as detailed in the table below: Property Loan Amount (USD in thousands) Guarantor Maple View 2,128 Michael Sabo |
Taxes on Income
Taxes on Income | 3 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
TAXES ON INCOME | NOTE 8 - TAXES ON INCOME A. United States resident companies are taxed on their worldwide income for corporate income tax purposes at a statutory rate of 21%. No further taxes are payable on this profit unless that profit is distributed. If certain conditions are met, income derived from foreign subsidiaries is tax exempt in the United States under applicable tax treaties to avoid double taxation. The Company has not received final tax assessments since the Company inception. As of December 31, 2021, the Company has carryforward losses for tax purposes of approximately $6 thousands which can be offset against future taxable income, if any. B. The following is reconciliation between the theoretical tax on pre-tax income, at the tax rate applicable to the Company (federal tax rate) and the tax expense reported in the financial statements: Period ended December 31, 2021 Pretax loss (27 ) Federal tax rate 21 % Income tax computed at the ordinary tax rate 6 Losses and temporary differences for which valuation allowance was provided (6 ) - C. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes: Composition of deferred tax assets: Period ended December 31, 2021 Operation loss carry forwards 6 Valuation allowance (6 ) - |
Related Parties
Related Parties | 3 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 9 – RELATED PARTIES Balances with related parties: As of December 31, 2021 Prepaid expenses and other assets 34 Other current liabilities 225 Loans from related parties (*) 5,715 (*) see Note 6 See also Note 11 below. |
Segments of Operations
Segments of Operations | 3 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENTS OF OPERATIONS | NOTE 10 – SEGMENTS OF OPERATIONS The Company’s strategy is to focus on acquiring plots of land; engaging in planning, engineering supervision, and development of these plots; and then selling the developed land to homebuilders and commercial contractors. The Company undertakes development of undeveloped land from the ground up in vibrant, supply-constrained markets, in circumstances where the Company believes it will be able to leverage the management team’s experience and relationships to generate strong risk-adjusted returns for our stockholders. The Company focuses on two fields of activity, land inventory development for master planned communities and real estate investment (see Note 1), which are the Company’s two operating segments. Period ended December 31, 2021 Land inventory Real Estate investments Total USD in thousands Revenues for reportable segments - - - Loss for reportable segments - - - General and administrative expenses 5 - 5 Interest expense 22 - 22 Loss for the period 27 - 27 Assets for reportable segments 18,243 17,914 36,157 unallocated amounts 268 Total assets 36,425 Liabilities for reportable segments 5,732 10,038 15,770 unallocated amounts 221 Total Liabilities 15,991 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued (April 28, 2022). The agreements below were originally entered into by Maple Development Group (a company controlled by the shareholders) and they will be transferred to the Company upon conclusion of the IPO.: A. Pursuant to the various operating agreements of the Property Companies, the Manager was entitled to receive a property acquisition fee from the applicable Property Companies in an amount equal to 2.5% of the property acquisition price (with the Maple Farms fee being 2%). B. Each of Uri Frisch and Roy Marsiano, two of the Controlling Shareholders, provide the Company and its affiliates with consultancy services in the field of capital markets investor relations on an as-needed basis. These services include advisory services relating to the Company’s activities in the Israeli and U.S. capital markets, and maintaining relations with analysts, investment bankers and investor relations service providers to maintain effective relationships with investors. The Company pays each of Uri Frisch and Roi Marsiano an annual fee of approximately US$50,000 for these services and reimburses their services-related expenses incurred in providing the services. C. CityR Group Holdings, LLC., a private limited liability company established in the State of New Jersey, and wholly owned by Michael Sabo (CityR), provides the Company and its affiliates with equity placement services relating to the equity investment transactions in the Company’s Property Companies, in return for a fee of 3% of the total equity investment raised by CityR, which fee is paid by the Property Company that receives the investment. CityR shares the fee with a company owned by Uri Frisch pursuant to an agreement between CityR and Uri Frisch’s company. In 2021, the Company’s Property Companies paid CityR fees totaling approximately US$507,272. With regard to the equity placement services provided by CityR, the investment funds that invest in the Property Companies also pay fees to CityR in the framework of each equity investment transaction, including equity placement fees (2% of the amount invested) and investor relations fees (1.75% of the amount invested). D. The Manager (See Note 1 above) will also provide asset management, marketing, investor relations, and other administrative services on the Company’s behalf with the goal of maximizing the Company’s operating cash flow and preserving the Company’s invested capital. The following is a summary of the fees and expense reimbursements that the Company’s will pay to the Manager: - An annual fee equal to 1% of the net asset value (NAV) of the Company’s properties, to be paid by the Company’s. - A development fee equal to 5% of the development costs of each of the Company’s properties, to be paid monthly by the applicable Property Company. The development fee is paid monthly in equal monthly installments in accordance with the business plan for the particular project, with a true-up upon project completion. - The Company will reimburse the Manager for reasonable business expenses - The Company will pay the insurance premiums for insurance for the Manager. With regard to the payment of development fees, the Property Companies (excluding Maple Farms) have been paying the Manager development fees in an amount equal to 5% of the property development costs, on a monthly basis. In 2021, the Property Companies paid the Manager a total of US$764,599. In the framework of the operating agreement for the Maple Farms property, the development fees in the aggregate shall be no less than US$500,000. In. 2021, the applicable Property Company did not pay the Manager any development fees in connection with the Maple Farms property E. The Company signed a five-year consulting services agreement with Itiel Kaplan, the CEO, and consulting services agreement with Ilanit Halperin, the CFO. Pursuant to these agreements, the chief executive officer and the chief financial officer will receive the following compensation: Officer Title Annual Salary/Fees Annual Expense Reimbursement Annual Bonus Itiel Kaplan CEO $ 250,000 $ 50,000 $ 100,000 Ilanit Halperin CFO $ 72,000 - - F. In January 2022, we obtained from the Controlling Shareholders the Controlling Shareholders’ 50% interest in Maple Heights GP, LLC, a Delaware limited liability company that has an ownership interest in one additional property. G. Guarantees Michael Sabo & Itiel Kaplan at the request of the lenders have personally guaranteed the subsidiaries’ financial liabilities under certain loan agreements as detailed in the table below: Borrower Property Lender Loan Amount Guarantor Guaranteed Amount Maple Grove Development LLC Maple Grove Independent Financial Bank $ 5,397,000 Michael Sabo & Itiel Kaplan 100 % Pecan Ranch Development LLC Pecan Ranch Plains State Bank $ 2,220,000 Michael Sabo 100 % H. Since the balance sheet date, the Company has entered into purchase and sale agreements to acquire five additional plots of land from third parties, including one of which where the purchase has been completed. The following table provides additional details regarding the five additional plots: Location Size (Acres) Purchase Price Date of Agreement Projected Closing Date per Contract Beasley, TX 180 $ 6,300,000 March 2022 September 2022 Brookshire, TX 155.3 $ 6,181,457 January 2022 July 2022 Hockley, TX 122.3 $ 3,670,000 September 2021 Acquired on April 15, 2022 Martindale, TX 110.4 $ 4,021,200 November 2021 August 2022 Waller, TX 381 $ 14,097,000 May 2022 July 6, 2022 |
Unaudited Pro Forma Condensed C
Unaudited Pro Forma Condensed Combined Balance Sheet | 3 Months Ended |
Dec. 31, 2021 | |
Condensed Combined Balance Sheet [Abstract] | |
Unaudited Pro Forma Condensed Combined Balance Sheet | Maple X Inc. Maple GP Pro Forma Assets Current Assets Cash and cash equivalents 2,125 417 2,542 Restricted cash 912 98 1,010 Prepaid expenses and other assets 50 - 50 Land inventory 17,072 9,214 26,286 Total Current assets 20,159 9,729 29,888 Non-current Assets Real estate properties 16,266 - 16,266 Total non-current assets 16,266 - 16,266 Total assets 36,425 9,729 46,154 Liabilities and Equity Current Liabilities Current liabilities - Mortgage and other loans 9,962 3,468 13,430 Current liabilities - Loans from related parties 1,488 - 1,488 Other current liabilities 245 12 257 Accrued interest 69 - 69 Total current liabilities 11,764 3,480 15,244 Non-current Liabilities Loans from related parties 4,227 - 4,227 Total non-current liabilities 4,227 - 4,227 Total liabilities 15,991 3,480 19,471 Shareholders’ Equity 1,223 322 1,545 Non-controlling interests 19,211 5,927 25,138 Total Equity 20,434 6,249 26,683 Total liabilities and equity 36,425 9,729 46,154 |
Unaudited Pro Forma Condensed_2
Unaudited Pro Forma Condensed Combined Statement of Operations | 3 Months Ended |
Dec. 31, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Unaudited Pro Forma Condensed Combined Statement of Operations | Maple X Inc. Maple GP Pro Forma Revenues - 4,978 4,978 Cost of revenues - (3,951 ) (3,951 ) Gross profit - 1,027 1,027 General and administrative expenses (5 ) (12 ) (17 ) Operating loss (5 ) 1,015 1,010 Financing expenses, net (22 ) (104 ) (126 ) Net income (loss) (27 ) 911 884 Attributed to: Owners of the parent company (27 ) 45 18 Non-controlling interests - 866 866 (27 ) 911 884 |
Description of Transaction and
Description of Transaction and Basis of Presentation | 3 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Transaction and Basis of Presentation | 1. Description of Transaction and Basis of Presentation In January 2022, the Company obtained from the Controlling Shareholders their 50% interest in Maple Heights GP, LLC, a Delaware limited liability company that has a 10% ownership interest in the Maple Heights property. On April 1, 2021, Maple Heights entered into a contract with Century Land Holdings of Texas, LLC to sell the parcels of the land of Maple Heights to Century Land Holdings in four separate stages for a total consideration of $21 million. The first stage was completed in 2021 and included 59 acres. Maple Heights Properties The following table provides some detailed information about the land Inventory: Name of Ownership Profit Status / Acquisition Purchase (USD in thousands) Capitalized costs (USD in thousands) Total Cost (USD in thousands) Balance as of December 31, 2021, net (USD in thousands) Maple Heights 5 % 32.4% right to profits Parcels are being sold 6/27/2019 8,000 3,269 11,269 9,214 (*) The Promote percentage is calculated based on project’s business plan, therefore the actual ultimate percentage may be different from the percentage anticipated in the business plan. The table below lists the outstanding loans obtained by Maple Heights from banks: Borrowing Entity Loan Principal Annual Interest Amount Due Date Lender Maple Heights Development LLC $ 4,800,000 5.5 % $ 3,468,107.8 12/5/2028 BancorpSouth Bank Guarantees Michael Sabo, one of our Controlling Shareholders, has personally guaranteed Maple Heights’ financial liabilities under loan agreements as detailed in the table below: Borrower Property Lender Loan Amount Guarantor Guaranteed Maple Heights Development LLC Maple Heights BancorpSouth Bank $ 3,468,107 Michael Sabo 100 % |
Pro Forma Adjustments
Pro Forma Adjustments | 3 Months Ended |
Dec. 31, 2021 | |
Pro Forma Adjustments [Abstract] | |
Pro Forma Adjustments | 2. Pro Forma Adjustments The pro forma adjustments, based on preliminary estimates that may change significantly as additional information is obtained. The following adjustments have been reflected in the unaudited pro forma condensed combined financial information: a. Intercompany balances were eliminated at consolidation. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying Consolidated Financial Statements are prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and are presented in the Company’s |
Principles of Consolidation | Principles of Consolidation The types of entities the Company The Company An entity is considered to be a VIE if any of the following conditions exist: (i) the equity investment at risk is not sufficient to finance the activities of the entity without additional subordinated financial support provided by any parties, (ii) as a group, the holders of the equity investment at risk lack any of the following characteristics of a controlling financial interest, (a) the power to direct the activities that most significantly impact the entity’s economic performance and for limited partnerships, partners lack that power if neither (1) a simple majority or lower threshold (including a single limited partner) with equity at risk is able to exercise substantive kick-out rights through voting interests over the general partner, nor (2) limited partners with equity at risk are able to exercise substantive participating rights over the general partners, (b) the obligation to absorb expected losses, and (c) the right to receive expected residual returns. The Company consolidates all VIEs in which it is the primary beneficiary. An entity is determined to be the primary beneficiary if it holds a controlling financial interest in a VIE. A controlling financial interest is defined as (i) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The consolidation guidance requires an analysis to determine (i) whether an entity in which the Company holds a variable interest is a VIE and (ii) whether the Company’s involvement, through holding interest directly or indirectly in the entity or contractually through other variable interests would give it a controlling financial interest. Performance of that analysis requires judgment. The analysis can generally be performed qualitatively; however, if it is not readily apparent that the Company is not the primary beneficiary, a quantitative analysis may also be performed. TPG factors in all economic interests including interests held through related parties, to determine if it holds a variable interest. Fees earned by the Company that are customary and commensurate with the level of effort required for the services provided, and where the Company does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or return of the entity, would not be considered variable interests. The Company determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a variable interest entity and continuously reconsiders that conclusion when facts and circumstances change. For entities that are determined not to be VIEs, these entities are generally considered to be VOEs and are evaluated under the voting interest model. The Company consolidates VOEs that it controls through a majority voting interest or through other means. |
Legal arrangements to distribute profits at different rates than the legal ownership rates | Legal arrangements to distribute profits at different rates than the legal ownership rates In cases where the property entities have entered into legal arrangements for the distribution of profits at different rates than the legal ownership rates in those entities the company applies those rates in accordance with the “theoretical liquidation calculations (promote) method. Accordingly, the company’s and the non-controlling interest’s ownership rates in the profits of the property entities are calculated on the assumption that the property company had liquidated its interest in the properties in line with their fair values. |
Use of Estimates | Use of Estimates GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reporting period. Although we believe the assumptions and estimates we made are reasonable and appropriate, as discussed in the applicable sections throughout the Consolidated Financial Statements, different assumptions and estimates could materially impact our reported results. |
Functional currency | Functional currency The U.S. dollar is the functional currency for our consolidated subsidiaries. |
Acquisitions | Acquisitions We apply a screen test to evaluate if substantially all the fair value of the acquired property is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction is accounted for as an asset acquisition or business combination. We measure the real estate assets acquired through an asset acquisition based on their cost or total consideration exchanged and any excess consideration or bargain purchase amount is allocated to the real estate properties. At a property-level, we allocate the fair value to the land acquired. |
Real Estate Assets | Real Estate Assets Real estate assets are carried at cost, which is determined at estimated fair value on the date acquired, less accumulated impairment losses. The cost of the real estate includes expenditure that is directly attributable to the acquisition of the asset, any other costs directly attributable to researching, developing, redeveloping, marketing and improving the assets to their intended state and capitalized borrowing costs. |
Capitalization of Costs | Capitalization of Costs During the land development and construction periods of qualifying projects, we capitalize interest costs, insurance, real estate taxes and general and administrative costs of the personnel performing the development; if such costs are incremental and identifiable to a specific activity to ready the asset for its intended use. We capitalize transaction costs related to the acquisition of land for future development and operating properties that qualify as asset acquisitions. |
Recoverability of Real Estate Assets | Recoverability of Real Estate Assets We assess the carrying values of our respective long-lived assets whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. This assessment is primarily triggered based on the shortening of the expected hold period due to our change in intent to sell a property in the near term. We have processes to monitor our intent with regard to our investments and the estimated disposition value in comparison to the current carrying value. If our assessment of potential triggering events indicates that the carrying value of a property that we expect to sell in the near term is not recoverable, we recognize an impairment charge for the amount by which the carrying value exceeds the current estimated fair value of the property. At least annually or more frequently given the presence of a triggering event, we measure the recoverability of our assets. We compare the carrying amount of the a sset to the fair value based on our intent as follows: ● for real estate properties that we intend to hold long-term; including land held for development, properties currently under development and operating properties; recoverability is assessed based on the estimated undiscounted future net rental income from operating the property and the terminal value, including anticipated costs to develop. ● for real estate properties we intend to sell, including properties currently under development and operating properties; recoverability is assessed based on proceeds from disposition that are estimated based on the future net rental income of the property, expected market capitalization rates and anticipated costs to develop; ● for land parcels we intend to sell, recoverability is assessed based on the estimated proceeds from disposition less costs to sell; and ● for costs incurred related to the potential acquisition of land and operating properties and future development projects, recoverability is assessed based on the probability that the acquisition or development is likely to occur at the measurement date. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all cash on hand, demand deposits with financial institutions and short-term highly liquid investments with original maturities of three months or less to be cash equivalents. Our cash and cash equivalents are financial instruments that are exposed to concentrations of credit risk. We invest our cash with high-credit quality institutions both domestically and internationally. Cash balances may be invested in money market accounts that are not insured. We have not realized any losses of such cash investments or accounts and believe that we are not exposed to any significant credit risk. We do not use derivative financial instruments for trading or speculative purposes. |
Revenue Recognition | Revenue Recognition We recognize revenue to the extent that amounts are determined to be collectible. We may also earn incentive returns (“promotes” or “promote revenues”) based on a venture’s cumulative returns over a certain time-period and the returns are determined by both the operating performance and real estate valuation of the venture, including highly variable inputs such as capitalization rates, market rents, interest rates and foreign currency exchange rates. As these key inputs are highly volatile and out of our control, and such volatility can materially impact our promotes period over period, we recognize promote revenues at the end of the performance period. We generally earn promote revenue directly from third-party investors in the co-investment ventures. |
Gains on Real Estate Transactions, Net | Gains on Real Estate Transactions, Net We recognize gains on the disposition of real estate when control transfers to the buyer, generally when consideration and title are exchanged and the risks and rewards of ownership transfer. Gains on Dispositions of Development Properties and Land, Net. We present gains separately based on the type of real estate sold or contributed. We present gains on sales to third parties as Gains on Dispositions of Development Properties and Land, Net when the property was included in our land portfolio or when we developed the property with the intent to sell or contribute. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC No. 740, “Income Taxes.” This topic prescribes the use of the liability method, whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. Deferred tax liabilities and assets are classified as non-current based on the adopting of Accounting Standards Update (“ASU”) 2015-17, “Balance Sheet Classification of Deferred Taxes.” The Company accounts for uncertain tax positions in accordance with ASC 740, which contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining whether the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company reevaluates its income tax positions periodically to consider factors such as changes in facts or circumstances, changes in or interpretations of tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result/ in recognition of a tax benefit or an additional charge to the tax provision The Company includes interest related to tax issues as part of income tax expense in its consolidated financial statements. The Company records any applicable penalties related to tax issues within the income tax provision. |
Environmental Costs | Environmental Costs We incur certain environmental remediation costs, including cleanup costs, consulting fees for environmental studies and investigations, monitoring costs, and legal costs relating to cleanup, litigation defense, and the pursuit of responsible third parties. We expense costs incurred in connection with operating properties and properties previously sold. We capitalize costs related to undeveloped land as development costs and record any expected future environmental liabilities at the time of acquisition. We maintain a liability for the estimated costs of environmental remediation expected to be incurred in connection with undeveloped land, acquired operating properties and properties previously sold that we adjust as appropriate as information becomes available. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value of certain of the Company’s financial instruments including cash, other current assets, other Accounts liabilities, accrued interest loans are approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which amends ASC 740. This ASU simplifies the accounting for income taxes by modifying the treatment of intra period tax allocation in certain circumstances, eliminating an exception to recognizing deferred tax liabilities for outside basis differences for foreign equity method investments and foreign subsidiaries when ownership or control changes, and modifying interim period tax calculations when a loss is forecast. In addition, this ASU also requires that enacted changes in tax laws or rates be included in the annual effective rate determination in the period that includes the enactment date and clarifies the tax accounting of a step up in tax basis of goodwill. ASU 2019-12 is effective for the Company for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact that the guidance will have on its consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (“ASU 2020-04”), which provides companies with optional guidance, including expedients and exceptions for applying generally accepted accounting principles to contracts and other transactions affected by reference rate reform, such as the London Interbank Offered Rate (LIBOR). ASU 2020-04 is effective for the Company upon issuance and generally can be applied to applicable contract modifications through December 31, 2022. The Company is currently evaluating the impact of ASU 2020-04 on its consolidated financial statements, however, the Company does not believe that adoption of ASU 2020-04 will materially impact its consolidated financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Land Inventories (Tables)
Land Inventories (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of detailed information about the land Inventories | Name of Property Ownership Percentage in the Property Profit Participation Percentage (including Promote*) Status / Stage Acquisition Date Purchase Price (USD in thousands) Capitalized costs (USD in thousands) Total (USD in thousands) Debt as of December 31, 2021, net (USD in thousands) Maple View (see B1 below) 5 % 33.4% right to profits Planning and Permits 12/29/2021 3,529 241 3,770 2,107 Maple Grove (see B2 below) 5 % 38.4% right to profits Planning and Permits 12/8/2021 9,005 354 9,359 3,015 Pecan Ranch (see B3 below) 5 % 36.8% right to profits Planning and Permits 12/10/2021 3,701 242 3,943 473 Total 16,235 837 17,072 5,595 (*) The Promote percentage is calculated based on project’s business plan, therefore the actual ultimate percentage may be different from the percentage anticipated in the business plan. |
Real Estate Properties (Tables)
Real Estate Properties (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Real Estate [Abstract] | |
Schedule of detailed information about the real estate investments | Name of Property Ownership Percentage in the Property Profit Participation Percentage (*) Status / Stage Acquisition Date Purchase Price (USD in thousands) Capitalization of costs (USD in thousands) Total (USD in thousands) Debt as of December 31, 2021, net (USD in thousands) Maple Farms 25.5 % 47.5% right to profits Planning 12/17/2021 10,015 273 10,288 3,091 Pecan Ranch West 100 % 100 % Planning 11/15/2021 1,596 47 1,643 1,980 Pecan Ranch North 100 % 100 % Planning 12/10/2021 2,855 12 2,867 2,925 Pecan Ranch Square 100 % 100 % Planning 12/10/2021 917 11 928 1,136 Maple Grove Square 100 % 100 % Planning 12/8/2021 534 6 540 729 Total 15,917 349 16,266 9,861 (*) The Promote Allocation is an added percentage linked to the profitability of each project and is determined according to the waterfall distribution terms in the relevant operating agreement. The calculated percentage is subject to change based on the property’s profitability. |
Mortgages and Other Loans (Tabl
Mortgages and Other Loans (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Mortgages and Other Loans [Abstract] | |
Schedule of the outstanding loans carried out by the Company and its subsidiaries from banks | Borrowing Entity Loan Initial Principal Interest Amount Outstanding December 31, 2021, net Due Date Balance sheet classification Lender Maple View Development LLC 2,128 4.25 % 2,107 12/28/2024 Short term liabilities Plains State Bank Borrowing Entity Loan Initial Principal Interest Amount Outstanding December 31, 2021, net Due Date Balance sheet classification Lender Maple Farms GP LLC 3,000 12 % 3,000 12/31/2022 Short term liabilities * Katonti Ltd. and NDBS Investments LLC Total 3,000 3,000 * After the balance sheet date the counterparties to this loan were appointed as directors of the company. Borrowing Entity Loan Initial Principal Interest Amount Outstanding December 31, 2021, net Due Date Balance sheet classification Lender (***) Pecan Ranch North LLC 2,855 0 %** 2,855 12/10/2022 Short term liabilities SH 288 & 476 Partners LTD Maple Grove Development LLC 2,000 8 % 2,000 2/8/2023 Short term liabilities Morton Newman Partners LLC Total 4,855 4,855 ** This loan was granted as part of the acquisition agreement for this property. *** All loans are secured as a first lien on the rights of the property company (borrower) in the property. |
Loan from Related Parties (Tabl
Loan from Related Parties (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Loan From Related Parties [Abstract] | |
Schedule of outstanding loans | Borrowing Entity Loan Initial Principal Interest Amount Outstanding December 31, 2021, net Due Date Balance sheet classification Lender Maple X, Inc. 222 10 % 222 12/10/2023 Long term liabilities CityR Group Holdings LLC Pecan Ranch West LLC 1,980 10 % 1,980 11/15/2023 Long term liabilities CityR Group Holdings LLC Pecan Ranch Development LLC 236 10 % 236 12/10/2023 Short term liabilities CityR Group Holdings LLC Pecan Ranch North LLC 37 10 % 37 12/10/2023 Long term liabilities CityR Group Holdings LLC Maple Farms GP LLC 91 10 % 91 12/17/2023 Long term liabilities CityR Group Holdings LLC Maple Grove GP LLC 433 10 % 433 12/8/2023 Short term liabilities CityR Group Holdings LLC 2,999 2,999 Borrowing Entity Loan Initial Principal (USD in thousands) Interest Amount Outstanding December 31, 2021, net (USD in thousands) Due Date Balance sheet classification Lender Pecan Ranch Development LLC 237 10 % 237 12/10/2023 Short term liabilities Debt Fund 3 Investors LLC Pecan Ranch Square LLC 1,196 10 % 1,136 12/10/2023 Long term liabilities Debt Fund 3 Investors LLC Pecan Ranch North L.LC 32 10 % 32 12/10/2023 Long term liabilities Debt Fund 3 Investors LLC Maple Grove Square LLC 767 10 % 729 12/8/2023 Long term liabilities Debt Fund 3 Investors LLC Maple Grove Development LLC 582 10 % 582 12/8/2023 Short term liabilities Debt Fund 3 Investors LLC 2,814 2,716 |
Schedule of loan agreements | Property Loan Amount (USD in thousands) Guarantor Maple View 2,128 Michael Sabo |
Taxes on Income (Tables)
Taxes on Income (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of federal tax rate and tax expense | Period ended December 31, 2021 Pretax loss (27 ) Federal tax rate 21 % Income tax computed at the ordinary tax rate 6 Losses and temporary differences for which valuation allowance was provided (6 ) - |
Schedule of deferred income taxes assets | Composition of deferred tax assets: Period ended December 31, 2021 Operation loss carry forwards 6 Valuation allowance (6 ) - |
Related Parties (Tables)
Related Parties (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of balances with related parties | As of December 31, 2021 Prepaid expenses and other assets 34 Other current liabilities 225 Loans from related parties (*) 5,715 (*) see Note 6 |
Segments of Operations (Tables)
Segments of Operations (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of focuses on two fields of activity, land inventory development for master planned communities and real estate investment | Period ended December 31, 2021 Land inventory Real Estate investments Total USD in thousands Revenues for reportable segments - - - Loss for reportable segments - - - General and administrative expenses 5 - 5 Interest expense 22 - 22 Loss for the period 27 - 27 Assets for reportable segments 18,243 17,914 36,157 unallocated amounts 268 Total assets 36,425 Liabilities for reportable segments 5,732 10,038 15,770 unallocated amounts 221 Total Liabilities 15,991 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Schedule of agreements the chief executive officer and the chief financial officer | Officer Title Annual Salary/Fees Annual Expense Reimbursement Annual Bonus Itiel Kaplan CEO $ 250,000 $ 50,000 $ 100,000 Ilanit Halperin CFO $ 72,000 - - |
Schedule of financial liabilities under certain loan agreements | Borrower Property Lender Loan Amount Guarantor Guaranteed Amount Maple Grove Development LLC Maple Grove Independent Financial Bank $ 5,397,000 Michael Sabo & Itiel Kaplan 100 % Pecan Ranch Development LLC Pecan Ranch Plains State Bank $ 2,220,000 Michael Sabo 100 % |
Schedule of five additional plots | Location Size (Acres) Purchase Price Date of Agreement Projected Closing Date per Contract Beasley, TX 180 $ 6,300,000 March 2022 September 2022 Brookshire, TX 155.3 $ 6,181,457 January 2022 July 2022 Hockley, TX 122.3 $ 3,670,000 September 2021 Acquired on April 15, 2022 Martindale, TX 110.4 $ 4,021,200 November 2021 August 2022 Waller, TX 381 $ 14,097,000 May 2022 July 6, 2022 |
Description of Transaction an_2
Description of Transaction and Basis of Presentation (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of land Inventory | Name of Ownership Profit Status / Acquisition Purchase (USD in thousands) Capitalized costs (USD in thousands) Total Cost (USD in thousands) Balance as of December 31, 2021, net (USD in thousands) Maple Heights 5 % 32.4% right to profits Parcels are being sold 6/27/2019 8,000 3,269 11,269 9,214 (*) The Promote percentage is calculated based on project’s business plan, therefore the actual ultimate percentage may be different from the percentage anticipated in the business plan. |
Schedule of outstanding loans obtained by Maple Heights from banks | Borrowing Entity Loan Principal Annual Interest Amount Due Date Lender Maple Heights Development LLC $ 4,800,000 5.5 % $ 3,468,107.8 12/5/2028 BancorpSouth Bank |
Schedule of loan agreements | Borrower Property Lender Loan Amount Guarantor Guaranteed Maple Heights Development LLC Maple Heights BancorpSouth Bank $ 3,468,107 Michael Sabo 100 % |
General (Details)
General (Details) | 3 Months Ended |
Dec. 31, 2021 shares | |
Common Stock [Member] | |
General (Details) [Line Items] | |
Aggregate shares of common stock | 100 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Tax benefit | 50% |
Land Inventories (Details)
Land Inventories (Details) | 3 Months Ended |
Dec. 31, 2021 m² | |
Maple View - Alvin, Brazoria County, TX [Member] | |
Land Inventories (Details) [Line Items] | |
Land plot acres | 235.28 |
Land of private homes | 800 |
Period of commencement work | 7 years |
Maple View - Alvin, Brazoria County, TX [Member] | Minimum [Member] | |
Land Inventories (Details) [Line Items] | |
Land of private homes | 130 |
Maple View - Alvin, Brazoria County, TX [Member] | Maximum [Member] | |
Land Inventories (Details) [Line Items] | |
Land of private homes | 140 |
Maple Grove - Pattison, Waller Country, TX [Member] | |
Land Inventories (Details) [Line Items] | |
Land plot acres | 257 |
Land of private homes | 990 |
Period of commencement work | 7 years |
Maple Grove - Pattison, Waller Country, TX [Member] | Minimum [Member] | |
Land Inventories (Details) [Line Items] | |
Land of private homes | 150 |
Maple Grove - Pattison, Waller Country, TX [Member] | Maximum [Member] | |
Land Inventories (Details) [Line Items] | |
Land of private homes | 180 |
Pecan Ranch - Bonney, Brazoria County, TX [Member] | |
Land Inventories (Details) [Line Items] | |
Land plot acres | 169 |
Land of private homes | 500 |
Period of commencement work | 7 years |
Pecan Ranch - Bonney, Brazoria County, TX [Member] | Minimum [Member] | |
Land Inventories (Details) [Line Items] | |
Land of private homes | 120 |
Pecan Ranch - Bonney, Brazoria County, TX [Member] | Maximum [Member] | |
Land Inventories (Details) [Line Items] | |
Land of private homes | 130 |
Land Inventories (Details) - Sc
Land Inventories (Details) - Schedule of detailed information about the land Inventories | 3 Months Ended | |
Dec. 31, 2021 USD ($) | ||
Land Inventories (Details) - Schedule of detailed information about the land Inventories [Line Items] | ||
Name of Property | Total | |
Purchase Price | $ 16,235 | |
Capitalized costs | 837 | |
Total | 17,072 | |
Debt as of December 31, 2021 | $ 5,595 | |
Maple View [Member] | ||
Land Inventories (Details) - Schedule of detailed information about the land Inventories [Line Items] | ||
Name of Property | Maple View (see B1 below) | |
Ownership Percentage in the Property | 5% | |
Profit Participation Percentage | 33.4% right to profits | [1] |
Status / Stage | Planning and Permits | |
Acquisition Date | Dec. 29, 2021 | |
Purchase Price | $ 3,529 | |
Capitalized costs | 241 | |
Total | 3,770 | |
Debt as of December 31, 2021 | $ 2,107 | |
Maple Grove [Member] | ||
Land Inventories (Details) - Schedule of detailed information about the land Inventories [Line Items] | ||
Name of Property | Maple Grove (see B2 below) | |
Ownership Percentage in the Property | 5% | |
Profit Participation Percentage | 38.4% right to profits | [1] |
Status / Stage | Planning and Permits | |
Acquisition Date | Dec. 08, 2021 | |
Purchase Price | $ 9,005 | |
Capitalized costs | 354 | |
Total | 9,359 | |
Debt as of December 31, 2021 | $ 3,015 | |
Pecan Ranch [Member] | ||
Land Inventories (Details) - Schedule of detailed information about the land Inventories [Line Items] | ||
Name of Property | Pecan Ranch (see B3 below) | |
Ownership Percentage in the Property | 5% | |
Profit Participation Percentage | 36.8% right to profits | [1] |
Status / Stage | Planning and Permits | |
Acquisition Date | Dec. 10, 2021 | |
Purchase Price | $ 3,701 | |
Capitalized costs | 242 | |
Total | 3,943 | |
Debt as of December 31, 2021 | $ 473 | |
[1] The Promote percentage is calculated based on project’s business plan, therefore the actual ultimate percentage may be different from the percentage anticipated in the business plan. |
Real Estate Properties (Details
Real Estate Properties (Details) | Dec. 31, 2021 m² |
Maple Farms - Sandy Point, Brazoria County, TX [Member] | |
Real Estate Properties (Details) [Line Items] | |
Real estate investment acres | 770 |
Pecan Ranch West - Bonney, Brazoria County, TX [Member] | |
Real Estate Properties (Details) [Line Items] | |
Real estate investment acres | 74 |
Pecan Ranch North - Bonney, Brazoria County, TX [Member] | |
Real Estate Properties (Details) [Line Items] | |
Real estate investment acres | 148 |
Pecan Ranch Square - Bonney, Brazoria County, TX [Member] | |
Real Estate Properties (Details) [Line Items] | |
Real estate investment acres | 41 |
Maple Grove Square - Angleton, Brazoria County, TX [Member] | |
Real Estate Properties (Details) [Line Items] | |
Real estate investment acres | 15 |
Real Estate Properties (Detai_2
Real Estate Properties (Details) - Schedule of detailed information about the real estate investments - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2008 | ||
Real Estate Properties [Line Items] | |||
Name of Property | Total | ||
Purchase Price | $ 15,917 | ||
Capitalization of costs | 349 | ||
Total | $ 16,266 | ||
Debt net | $ 9,861 | ||
Maple Farms [Member] | |||
Real Estate Properties [Line Items] | |||
Name of Property | Maple Farms | ||
Ownership Percentage in the Property | 25.50% | ||
Profit Participation Percentage | [1] | 47.5% right to profits | |
Status / Stage | Planning | ||
Acquisition Date | 12/17/2021 | ||
Purchase Price | $ 10,015 | ||
Capitalization of costs | 273 | ||
Total | $ 10,288 | ||
Debt net | 3,091 | ||
Pecan Ranch West [Member] | |||
Real Estate Properties [Line Items] | |||
Name of Property | Pecan Ranch West | ||
Ownership Percentage in the Property | 100% | ||
Profit Participation Percentage | [1] | 100% | |
Status / Stage | Planning | ||
Acquisition Date | 11/15/2021 | ||
Purchase Price | $ 1,596 | ||
Capitalization of costs | 47 | ||
Total | $ 1,643 | ||
Debt net | 1,980 | ||
Pecan Ranch North [Member] | |||
Real Estate Properties [Line Items] | |||
Name of Property | Pecan Ranch North | ||
Ownership Percentage in the Property | 100% | ||
Profit Participation Percentage | [1] | 100% | |
Status / Stage | Planning | ||
Acquisition Date | 12/10/2021 | ||
Purchase Price | $ 2,855 | ||
Capitalization of costs | 12 | ||
Total | $ 2,867 | ||
Debt net | 2,925 | ||
Pecan Ranch Square [Member] | |||
Real Estate Properties [Line Items] | |||
Name of Property | Pecan Ranch Square | ||
Ownership Percentage in the Property | 100% | ||
Profit Participation Percentage | [1] | 100% | |
Status / Stage | Planning | ||
Acquisition Date | 12/10/2021 | ||
Purchase Price | $ 917 | ||
Capitalization of costs | 11 | ||
Total | $ 928 | ||
Debt net | 1,136 | ||
Maple Grove Square [Member] | |||
Real Estate Properties [Line Items] | |||
Name of Property | Maple Grove Square | ||
Ownership Percentage in the Property | 100% | ||
Profit Participation Percentage | [1] | 100% | |
Status / Stage | Planning | ||
Acquisition Date | 12/8/2021 | ||
Purchase Price | $ 534 | ||
Capitalization of costs | 6 | ||
Total | $ 540 | ||
Debt net | $ 729 | ||
[1] The Promote Allocation is an added percentage linked to the profitability of each project and is determined according to the waterfall distribution terms in the relevant operating agreement. The calculated percentage is subject to change based on the property’s profitability. |
Mortgages and Other Loans (Deta
Mortgages and Other Loans (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2021 USD ($) | |
Mortgages and Other Loans [Abstract] | |
Percentage of capital required | 35% |
Acquisition loans for periods | 3 years |
Percentage of land acquisition costs | 60% |
Annual interest rate on acquisition loans | 4.875% |
Net of issuance costs (in Dollars) | $ 21 |
Mortgages and Other Loans (De_2
Mortgages and Other Loans (Details) - Schedule of the outstanding loans carried out by the company and its subsidiaries from banks $ in Thousands | 3 Months Ended | |
Dec. 31, 2021 USD ($) | ||
Bank [Member] | Maple View Development LLC [Member] | ||
Short-Term Debt [Line Items] | ||
Loan Initial Principal | $ 2,128 | |
Interest | 4.25% | |
Amount Outstanding December 31, 2021, net | $ 2,107 | |
Due Date | Dec. 28, 2024 | |
Balance sheet classification | Short term liabilities | |
Lender | Plains State Bank | |
Other 3rd parties [Member] | ||
Short-Term Debt [Line Items] | ||
Loan Initial Principal | $ 3,000 | |
Amount Outstanding December 31, 2021, net | 3,000 | |
Other 3rd parties [Member] | Maple Farms GP LLC [Member] | ||
Short-Term Debt [Line Items] | ||
Loan Initial Principal | $ 3,000 | |
Interest | 12% | |
Amount Outstanding December 31, 2021, net | $ 3,000 | |
Due Date | Dec. 31, 2022 | |
Balance sheet classification | Short term liabilities | |
Lender | * Katonti Ltd. and NDBS Investments LLC | [1] |
Sellers [Member] | ||
Short-Term Debt [Line Items] | ||
Loan Initial Principal | $ 4,855 | |
Amount Outstanding December 31, 2021, net | 4,855 | |
Sellers [Member] | Pecan Ranch North LLC [Member] | ||
Short-Term Debt [Line Items] | ||
Loan Initial Principal | $ 2,855 | |
Interest | 0% | [2] |
Amount Outstanding December 31, 2021, net | $ 2,855 | |
Due Date | Dec. 10, 2022 | |
Balance sheet classification | Short term liabilities | |
Lender | SH 288 & 476 Partners LTD | [3] |
Sellers [Member] | Maple Grove Development LLC [Member] | ||
Short-Term Debt [Line Items] | ||
Loan Initial Principal | $ 2,000 | |
Interest | 8% | |
Amount Outstanding December 31, 2021, net | $ 2,000 | |
Due Date | Feb. 08, 2023 | |
Balance sheet classification | Short term liabilities | |
Lender | Morton Newman Partners LLC | [3] |
[1] After the balance sheet date the counterparties to this loan were appointed as directors of the company. This loan was granted as part of the acquisition agreement for this property. All loans are secured as a first lien on the rights of the property company (borrower) in the property. |
Loan from Related Parties (Deta
Loan from Related Parties (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Loan From Related Parties [Abstract] | |
Net of issuance costs | $ 98 |
Loan from Related Parties (De_2
Loan from Related Parties (Details) - Schedule of outstanding loans $ in Thousands | 3 Months Ended |
Dec. 31, 2021 USD ($) | |
Loan from Related Parties (Details) - Schedule of outstanding loans [Line Items] | |
Loan Initial Principal | $ 2,814 |
Amount Outstanding, net | 2,716 |
Pecan Ranch Development LLC One [Member] | |
Loan from Related Parties (Details) - Schedule of outstanding loans [Line Items] | |
Loan Initial Principal | $ 237 |
Interest | 10% |
Amount Outstanding, net | $ 237 |
Due Date | Dec. 10, 2023 |
Balance sheet classification | Short term liabilities |
Lender | Debt Fund 3 Investors LLC |
Pecan Ranch Square LLC [Member] | |
Loan from Related Parties (Details) - Schedule of outstanding loans [Line Items] | |
Loan Initial Principal | $ 1,196 |
Interest | 10% |
Amount Outstanding, net | $ 1,136 |
Due Date | Dec. 10, 2023 |
Balance sheet classification | Long term liabilities |
Lender | Debt Fund 3 Investors LLC |
Pecan Ranch North L.LC One [Member] | |
Loan from Related Parties (Details) - Schedule of outstanding loans [Line Items] | |
Loan Initial Principal | $ 32 |
Interest | 10% |
Amount Outstanding, net | $ 32 |
Due Date | Dec. 10, 2023 |
Balance sheet classification | Long term liabilities |
Lender | Debt Fund 3 Investors LLC |
Maple Grove Square LLC [Member] | |
Loan from Related Parties (Details) - Schedule of outstanding loans [Line Items] | |
Loan Initial Principal | $ 767 |
Interest | 10% |
Amount Outstanding, net | $ 729 |
Due Date | Dec. 08, 2023 |
Balance sheet classification | Long term liabilities |
Lender | Debt Fund 3 Investors LLC |
Maple grove development LLC [Member] | |
Loan from Related Parties (Details) - Schedule of outstanding loans [Line Items] | |
Loan Initial Principal | $ 582 |
Interest | 10% |
Amount Outstanding, net | $ 582 |
Due Date | Dec. 08, 2023 |
Balance sheet classification | Short term liabilities |
Lender | Debt Fund 3 Investors LLC |
Subsidiaries [Member] | |
Loan from Related Parties (Details) - Schedule of outstanding loans [Line Items] | |
Loan Initial Principal | $ 2,999 |
Amount Outstanding, net | 2,999 |
Subsidiaries [Member] | Maple X, Inc. [Member] | |
Loan from Related Parties (Details) - Schedule of outstanding loans [Line Items] | |
Loan Initial Principal | $ 222 |
Interest | 10% |
Amount Outstanding, net | $ 222 |
Due Date | Dec. 10, 2023 |
Balance sheet classification | Long term liabilities |
Lender | CityR Group Holdings LLC |
Subsidiaries [Member] | Pecan Ranch West LLC [Member] | |
Loan from Related Parties (Details) - Schedule of outstanding loans [Line Items] | |
Loan Initial Principal | $ 1,980 |
Interest | 10% |
Amount Outstanding, net | $ 1,980 |
Due Date | Nov. 15, 2023 |
Balance sheet classification | Long term liabilities |
Lender | CityR Group Holdings LLC |
Subsidiaries [Member] | Pecan Ranch Development LLC [Member] | |
Loan from Related Parties (Details) - Schedule of outstanding loans [Line Items] | |
Loan Initial Principal | $ 236 |
Interest | 10% |
Amount Outstanding, net | $ 236 |
Due Date | Dec. 10, 2023 |
Balance sheet classification | Short term liabilities |
Lender | CityR Group Holdings LLC |
Subsidiaries [Member] | Pecan ranch north LLC [Member] | |
Loan from Related Parties (Details) - Schedule of outstanding loans [Line Items] | |
Loan Initial Principal | $ 37 |
Interest | 10% |
Amount Outstanding, net | $ 37 |
Due Date | Dec. 10, 2023 |
Balance sheet classification | Long term liabilities |
Lender | CityR Group Holdings LLC |
Subsidiaries [Member] | Maple Farms GP LLC [Member] | |
Loan from Related Parties (Details) - Schedule of outstanding loans [Line Items] | |
Loan Initial Principal | $ 91 |
Interest | 10% |
Amount Outstanding, net | $ 91 |
Due Date | Dec. 17, 2023 |
Balance sheet classification | Long term liabilities |
Lender | CityR Group Holdings LLC |
Subsidiaries [Member] | Maple Grove GP LLC [Member] | |
Loan from Related Parties (Details) - Schedule of outstanding loans [Line Items] | |
Loan Initial Principal | $ 433 |
Interest | 10% |
Amount Outstanding, net | $ 433 |
Due Date | Dec. 08, 2023 |
Balance sheet classification | Short term liabilities |
Lender | CityR Group Holdings LLC |
Loan from Related Parties (De_3
Loan from Related Parties (Details) - Schedule of loan agreements - Maple View [Member] $ in Thousands | 3 Months Ended |
Dec. 31, 2021 USD ($) | |
Loan from Related Parties (Details) - Schedule of loan agreements [Line Items] | |
Loan Amount | $ 2,128 |
Guarantor | Michael Sabo |
Taxes on Income (Details)
Taxes on Income (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2021 USD ($) | |
Income Tax Disclosure [Abstract] | |
Statutory income rate percentage | 21% |
Carryforward losses tax | $ 6 |
Taxes on Income (Details) - Sch
Taxes on Income (Details) - Schedule of federal tax rate and tax expense $ in Thousands | 3 Months Ended |
Dec. 31, 2021 USD ($) | |
Schedule of federal tax rate and tax expense [Abstract] | |
Pretax loss | $ (27) |
Federal tax rate | 21% |
Income tax computed at the ordinary tax rate | $ 6 |
Losses and temporary differences for which valuation allowance was provided | (6) |
Pre-tax income |
Taxes on Income (Details) - S_2
Taxes on Income (Details) - Schedule of deferred income taxes assets $ in Thousands | Dec. 31, 2021 USD ($) |
Schedule of deferred income taxes assets [Abstract] | |
Operation loss carry forwards | $ 6 |
Valuation allowance | (6) |
Composition of deferred tax assets |
Related Parties (Details) - Sch
Related Parties (Details) - Schedule of balances with related parties | Dec. 31, 2021 USD ($) | |
Schedule of balances with related parties [Abstract] | ||
Prepaid expenses and other assets | $ 34 | |
Other current liabilities | 225 | |
Loans from related parties | $ 5,715 | [1] |
[1] see Note 6 |
Segments of Operations (Details
Segments of Operations (Details) | 3 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Segments of Operations (Detai_2
Segments of Operations (Details) - Schedule of focuses on two fields of activity, land inventory development for master planned communities and real estate investment $ in Thousands | 3 Months Ended |
Dec. 31, 2021 USD ($) | |
Segment Reporting Information [Line Items] | |
Revenues for reportable segments | |
Loss for reportable segments | |
General and administrative expenses | 5 |
Interest expense | 22 |
Loss for the period | 27 |
Assets for reportable segments | 36,157 |
unallocated amounts | 268 |
Total assets | 36,425 |
Liabilities for reportable segments | 15,770 |
unallocated amounts | 221 |
Total Liabilities | 15,991 |
Land Inventory [Member] | |
Segment Reporting Information [Line Items] | |
Revenues for reportable segments | |
Loss for reportable segments | |
General and administrative expenses | 5 |
Interest expense | 22 |
Loss for the period | 27 |
Assets for reportable segments | 18,243 |
Liabilities for reportable segments | 5,732 |
Real Estate investments [Member] | |
Segment Reporting Information [Line Items] | |
Revenues for reportable segments | |
Loss for reportable segments | |
General and administrative expenses | |
Interest expense | |
Loss for the period | |
Assets for reportable segments | 17,914 |
Liabilities for reportable segments | $ 10,038 |
Subsequent Events (Details)
Subsequent Events (Details) | 3 Months Ended |
Dec. 31, 2021 USD ($) | |
Subsequent Events (Details) [Line Items] | |
Acquisition price percentage | 2.50% |
Annual fee (in Dollars) | $ 50,000 |
Total equity investment percentage | 3% |
Property expenses (in Dollars) | $ 507,272 |
Placement fee percentage | 2% |
Relations fees | 1.75% |
Net asset value percentage | 1% |
Development fee percentage | 5% |
Manager development fees percentage | 5% |
Manager remuneration (in Dollars) | $ 764,599 |
Development fees (in Dollars) | $ 500,000 |
Maple Farms [Member] | |
Subsequent Events (Details) [Line Items] | |
Fee percentage | 2% |
Maple Heights GP LLC [Member] | |
Subsequent Events (Details) [Line Items] | |
Controlling shareholders percentage | 50% |
Subsequent Events (Details) - S
Subsequent Events (Details) - Schedule of agreements the chief executive officer and the chief financial officer | 3 Months Ended |
Dec. 31, 2021 USD ($) | |
Itiel Kaplan [Member] | |
Subsequent Events (Details) - Schedule of agreements the chief executive officer and the chief financial officer [Line Items] | |
Officer | Itiel Kaplan |
Title | CEO |
Annual Salary/Fees | $ 250,000 |
Annual Expense Reimbursement | 50,000 |
Annual Bonus | $ 100,000 |
Ilanit Halperin [Member] | |
Subsequent Events (Details) - Schedule of agreements the chief executive officer and the chief financial officer [Line Items] | |
Officer | Ilanit Halperin |
Title | CFO |
Annual Salary/Fees | $ 72,000 |
Annual Expense Reimbursement | |
Annual Bonus |
Subsequent Events (Details) -_2
Subsequent Events (Details) - Schedule of financial liabilities under certain loan agreements | 3 Months Ended |
Dec. 31, 2021 USD ($) | |
Maple grove development LLC [Member] | |
Subsequent Events (Details) - Schedule of financial liabilities under certain loan agreements [Line Items] | |
Borrower | Maple Grove Development LLC |
Property | Maple Grove |
Lender | Independent Financial Bank |
Loan Amount | $ 5,397,000 |
Guarantor | Michael Sabo & Itiel Kaplan |
Guaranteed Amount | 100% |
Pecan Ranch Development LLC [Member] | |
Subsequent Events (Details) - Schedule of financial liabilities under certain loan agreements [Line Items] | |
Borrower | Pecan Ranch Development LLC |
Property | Pecan Ranch |
Lender | Plains State Bank |
Loan Amount | $ 2,220,000 |
Guarantor | Michael Sabo |
Guaranteed Amount | 100% |
Subsequent Events (Details) -_3
Subsequent Events (Details) - Schedule of five additional plots - TX [Member] | 3 Months Ended |
Dec. 31, 2021 USD ($) a | |
Beasley, TX [Member] | |
Subsequent Events (Details) - Schedule of five additional plots [Line Items] | |
Size | a | 180 |
Purchase Price | $ | $ 6,300,000 |
Date of Agreement | March 2022 |
Projected Closing Date per Contract | September 2022 |
Brookshire, TX [Member] | |
Subsequent Events (Details) - Schedule of five additional plots [Line Items] | |
Size | a | 155.3 |
Purchase Price | $ | $ 6,181,457 |
Date of Agreement | January 2022 |
Projected Closing Date per Contract | July 2022 |
Hockley, TX [Member] | |
Subsequent Events (Details) - Schedule of five additional plots [Line Items] | |
Size | a | 122.3 |
Purchase Price | $ | $ 3,670,000 |
Date of Agreement | September 2021 |
Projected Closing Date per Contract | Acquired on April 15, 2022 |
Martindale, TX [Member] | |
Subsequent Events (Details) - Schedule of five additional plots [Line Items] | |
Size | a | 110.4 |
Purchase Price | $ | $ 4,021,200 |
Date of Agreement | November 2021 |
Projected Closing Date per Contract | August 2022 |
Waller, TX [Member] | |
Subsequent Events (Details) - Schedule of five additional plots [Line Items] | |
Size | a | 381 |
Purchase Price | $ | $ 14,097,000 |
Date of Agreement | May 2022 |
Projected Closing Date per Contract | July 6, 2022 |
Unaudited Pro Forma Condensed_3
Unaudited Pro Forma Condensed Combined Balance Sheet (Details) - Schedule of unaudited pro forma condensed combined balance sheet $ in Thousands | Dec. 31, 2021 USD ($) |
Maple X Inc. [Member] | |
Current Assets | |
Cash and cash equivalents | $ 2,125 |
Restricted cash | 912 |
Prepaid expenses and other assets | 50 |
Land inventory | 17,072 |
Total Current assets | 20,159 |
Non-current Assets | |
Real estate properties | 16,266 |
Total non-current assets | 16,266 |
Total assets | 36,425 |
Current Liabilities | |
Current liabilities - Mortgage and other loans | 9,962 |
Current liabilities - Loans from related parties | 1,488 |
Other current liabilities | 245 |
Accrued interest | 69 |
Total current liabilities | 11,764 |
Loans from related parties | 4,227 |
Total non-current liabilities | 4,227 |
Total liabilities | 15,991 |
Shareholders’ Equity | 1,223 |
Non-controlling interests | 19,211 |
Total Equity | 20,434 |
Total liabilities and equity | 36,425 |
Maple Heights GP [Member] | |
Current Assets | |
Cash and cash equivalents | 417 |
Restricted cash | 98 |
Prepaid expenses and other assets | |
Land inventory | 9,214 |
Total Current assets | 9,729 |
Non-current Assets | |
Real estate properties | |
Total non-current assets | |
Total assets | 9,729 |
Current Liabilities | |
Current liabilities - Mortgage and other loans | 3,468 |
Current liabilities - Loans from related parties | |
Other current liabilities | 12 |
Accrued interest | |
Total current liabilities | 3,480 |
Loans from related parties | |
Total non-current liabilities | |
Total liabilities | 3,480 |
Shareholders’ Equity | 322 |
Non-controlling interests | 5,927 |
Total Equity | 6,249 |
Total liabilities and equity | 9,729 |
Pro Forma [Member] | |
Current Assets | |
Cash and cash equivalents | 2,542 |
Restricted cash | 1,010 |
Prepaid expenses and other assets | 50 |
Land inventory | 26,286 |
Total Current assets | 29,888 |
Non-current Assets | |
Real estate properties | 16,266 |
Total non-current assets | 16,266 |
Total assets | 46,154 |
Current Liabilities | |
Current liabilities - Mortgage and other loans | 13,430 |
Current liabilities - Loans from related parties | 1,488 |
Other current liabilities | 257 |
Accrued interest | 69 |
Total current liabilities | 15,244 |
Loans from related parties | 4,227 |
Total non-current liabilities | 4,227 |
Total liabilities | 19,471 |
Shareholders’ Equity | 1,545 |
Non-controlling interests | 25,138 |
Total Equity | 26,683 |
Total liabilities and equity | $ 46,154 |
Unaudited Pro Forma Condensed_4
Unaudited Pro Forma Condensed Combined Statement of Operations (Details) - Schedule of Unaudited Pro Forma Condensed Combined Statement of Operations $ in Thousands | 3 Months Ended |
Dec. 31, 2021 USD ($) | |
Maple X Inc.[Member] | |
Condensed Income Statements, Captions [Line Items] | |
Revenues | |
Cost of revenues | |
Gross profit | |
General and administrative expenses | (5) |
Operating loss | (5) |
Financing expenses, net | (22) |
Net income (loss) | (27) |
Attributed to: Owners of the parent company | (27) |
Non-controlling interests | |
Total net comprehensive income, loss | (27) |
Maple Heights GP [Member] | |
Condensed Income Statements, Captions [Line Items] | |
Revenues | 4,978 |
Cost of revenues | (3,951) |
Gross profit | 1,027 |
General and administrative expenses | (12) |
Operating loss | 1,015 |
Financing expenses, net | (104) |
Net income (loss) | 911 |
Attributed to: Owners of the parent company | 45 |
Non-controlling interests | 866 |
Total net comprehensive income, loss | 911 |
Pro Forma [Member] | |
Condensed Income Statements, Captions [Line Items] | |
Revenues | 4,978 |
Cost of revenues | (3,951) |
Gross profit | 1,027 |
General and administrative expenses | (17) |
Operating loss | 1,010 |
Financing expenses, net | (126) |
Net income (loss) | 884 |
Attributed to: Owners of the parent company | 18 |
Non-controlling interests | 866 |
Total net comprehensive income, loss | $ 884 |
Description of Transaction an_3
Description of Transaction and Basis of Presentation (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Jan. 11, 2022 | Apr. 01, 2021 | Jan. 31, 2022 | |
Description of Transaction and Basis of Presentation (Details) [Line Items] | |||
Total consideration | $ 21,000 | ||
Subsequent Event [Member] | |||
Description of Transaction and Basis of Presentation (Details) [Line Items] | |||
Shareholders percentage | 50% | ||
Ownership percentage | 10% | ||
Second sale installment | $ 4,800 | ||
Loan payoff amount | $ 638 |
Description of Transaction an_4
Description of Transaction and Basis of Presentation (Details) - Schedule of land Inventory $ in Thousands | 3 Months Ended | |
Dec. 31, 2021 USD ($) | ||
Schedule of land Inventory [Abstract] | ||
Ownership Percentage in the Property | 5% | |
Profit Participation Percentage | 32.4% right to profits | [1] |
Status/ Stage | Parcels are being sold | |
Acquisition Date | Jun. 27, 2019 | |
Purchase Price | $ 8,000 | |
Capitalized costs | 3,269 | |
Total Cost | 11,269 | |
Balance as of December 31, 2021, net | $ 9,214 | |
[1] The Promote percentage is calculated based on project’s business plan, therefore the actual ultimate percentage may be different from the percentage anticipated in the business plan. |
Description of Transaction an_5
Description of Transaction and Basis of Presentation (Details) - Schedule of outstanding loans obtained by Maple Heights from banks | 3 Months Ended |
Dec. 31, 2021 USD ($) | |
Schedule of outstanding loans obtained by Maple Heights from banks [Abstract] | |
Loan Principal, Maple Heights Development LLC | $ 4,800,000 |
Annual Interest, Maple Heights Development LLC | 5.50% |
Amount Outstanding as of 12/31/2021, Maple Heights Development LLC | $ 3,468,107.8 |
Due Date, Maple Heights Development LLC | Dec. 05, 2028 |
Lender, Maple Heights Development LLC | BancorpSouth Bank |
Description of Transaction an_6
Description of Transaction and Basis of Presentation (Details) - Schedule of loan agreements - Maple Heights Development LLC [Member] $ in Thousands | 3 Months Ended |
Dec. 31, 2021 USD ($) | |
Description of Transaction and Basis of Presentation (Details) - Schedule of loan agreements [Line Items] | |
Property | Maple Heights |
Lender | BancorpSouth Bank |
Loan Amount | $ 3,468,107 |
Guarantor | Michael Sabo |
Guaranteed Amount | 100% |